PLEASE READ THESE TERMS CAREFULLY.
Welcome. ParlayX Inc. ("ParlayX") offers a software-as-a-service platform that aggregates prediction markets across multiple venues into a unified trading interface, providing professional and institutional users with cross-venue market access, permissioning, capital controls, and programmatic API connectivity.
These Terms of Service (the “Agreement”) govern access to and use of ParlayX's website and software-as-a-service platform (the "Platform”). This Agreement constitutes a binding contract between you (the “User”) and ParlayX. The Agreement consists of the following:
Terms of Service;
Privacy Policy available at parlayx.com/privacy
Our aim is to keep this document as readable as possible, but in some cases for legal reasons, some of the language is necessarily "legalese." By using the website or the Platform, you are agreeing to be bound by this Agreement. We update these terms from time to time. Continued access to and use of our website or the Platform after any changes to the Agreement have been posted constitutes your binding acceptance of such changes.
By using our website or the Platform, you represent and warrant that you have the full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement.
1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" or "Terms of Service" means these terms and all materials referred or linked to throughout, unless otherwise stated.
"Authorized Payment Method" means a current, valid payment method accepted by us or our designated third-party payment processor, as may be updated from time to time.
"API Keys" means the authentication credentials (including trading keys and streaming keys) issued by ParlayX to authorized Users for programmatic access to the Platform and its APIs. API Keys are personal to the User, non-transferable, and subject to usage metering and validation on every request.
"Confidential Information" means all confidential information disclosed by a party or its Affiliates ("Disclosing Party") to another party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, User Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
“Feedback” means feedback, suggestions, or recommendations regarding the Platform.
"Order" means a written or electronic order form or other commercial agreement executed by the parties that references and incorporates this Agreement and sets out any specific commercial terms (such as subscription tier, pricing, rebate schedule, or custom commitments) applicable to your use of the Platform.
"ParlayX", "we", "us" or "our" means ParlayX Inc.
"Platform Content" means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, images, and tags that we incorporate into the Platform.
"Platform" means ParlayX's software-as-a-service platform, including the web console and associated APIs, that enables Users to access aggregated prediction markets, execute trades with smart order routing, and interact programmatically via ParlayX's trading and streaming APIs.
"User Data" means all information that you input via the Platform or make available to ParlayX in the course of the services. User Data does not include Platform Content.
"You", "your" or "User" means the person or entity accessing the Platform and identified in the applicable account record as the User, and your Affiliates included in the scope of your purchase. The Platform is intended for use by professional and institutional users only.
2. USE OF SERVICES
2.1 Access to the Platform is by invitation only and is provisioned at ParlayX's sole discretion. You must be at least 18 years old and, if acting on behalf of a legal entity, must have full authority to bind that entity. You may be required to complete verification procedures before accessing the Platform. Access is granted to a User only after ParlayX has created the applicable account record.
2.2 We will provide Users access to use the Platform as described in this Agreement, including access to the web console and, where applicable, the APIs. This includes the right to use the software associated with the Platform as part of your authorized use. The rights granted to you in this Section 2 are non-exclusive, non-sublicensable, and non-transferable. You must ensure that all access, use, and receipt is subject to and in compliance with this Agreement.
2.3 Except as otherwise expressly permitted in this Agreement, you will not: (i) reproduce, modify, adapt or create derivative works of the Platform; (ii) rent, lease, distribute, sell, sublicense, transfer or provide access to the Platform to a third party; (iii) use the Platform for the benefit of any third party; (iv) incorporate any portion of the Platform into a product or service you provide to a third party without our prior written consent; (v) interfere with or otherwise circumvent mechanisms in the Platform intended to limit your use, including rate-limiting or usage metering controls; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (vii) remove or obscure any proprietary or other notices contained in the Platform; (viii) use the Platform for competitive analysis or to build competitive products; (ix) share, disclose, or resell API Keys to any third party; (x) engage in market manipulation, wash trading, or any other conduct designed to artificially affect the price or outcome of any market accessible through the Platform; (xi) attempt to circumvent the terms of service of any underlying prediction market venue accessible through the Platform; or (xii) encourage or assist any third party to do any of the foregoing.
3. EARLY ACCESS
3.1 ParlayX may make the Platform or certain features available on an early or limited access basis at its sole discretion ("Early Access"). By accessing the Platform under Early Access, you acknowledge and agree that it is provided on an "AS-IS" and "AS-AVAILABLE" basis without any express or implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. Features available under Early Access may be unstable, contain errors, or change without notice, and ParlayX makes no commitments regarding their continued availability, performance, or support. To the fullest extent permitted by law, ParlayX and its Affiliates disclaim all liability for any loss or damage arising from your use of any Early Access features. ParlayX may modify, suspend, or terminate Early Access at any time without notice or liability.
4. FEES AND PAYMENTS
4.1 Fees. The Platform is offered on a subscription basis. Subscription fees are charged per member and per pod, at the rates, quantities, billing terms, subscription term, and renewal terms set forth in the applicable Order. By using the Platform, you agree to pay all fees set forth in your Order, including fees for any members or pods added during the subscription term at the rates specified in that Order. In the event of a conflict between an Order and any provision of this Section 4, the terms of the Order shall control for that Order pursuant to Section 16.12.
4.2 Billing and Payment. Unless otherwise specified in an Order, subscription fees are billed monthly in advance. Where ParlayX bills by invoice, invoices will be sent to the billing contact specified in the applicable Order, and payment is due within the period stated in that Order, or within thirty (30) days of the invoice date if no period is stated. Where you pay by an Authorized Payment Method, you authorize ParlayX, directly or through its third party payment processor, to charge that Authorized Payment Method for all applicable fees in advance of each billing period. If payment is not received when due or cannot be processed, ParlayX reserves the right to suspend your access to the Platform in accordance with this Agreement.
4.3 One Time Fees. An Order may include one time fees, such as setup or onboarding fees. One time fees are due as set forth in the applicable Order and are nonrefundable.
4.4 Currency and Transfer Costs. Fees are stated and payable in the currency specified in the applicable Order, or in U.S. dollars if no currency is specified. You are responsible for any bank, wire, or currency conversion charges imposed by your bank or intermediary banks, and fees are payable in full without deduction for such charges.
4.5 You represent and warrant that: (i) the payment information you supply to us is true, correct, and complete; (ii) you are duly authorized to use the payment method you provide; (iii) charges incurred by you will be honored by the issuer of your payment method; and (iv) you will pay charges incurred by you at the prices set forth in the applicable Order, including all applicable taxes, if any.
4.6 Unless otherwise required by applicable law, all fees, including subscription fees and one time fees, are nonrefundable, except as expressly provided in Section 8.5 in the event of termination by ParlayX for convenience. We have no obligation to provide a refund or credit for any subscription period, including in the event of early termination by you. We will assess any exceptional refund requests on a case by case basis in our sole discretion.
4.7 All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by any governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon ParlayX's income. You must pay directly, or reimburse ParlayX for the amount of any such taxes which ParlayX is at any time obligated to pay or collect.
5. NO CUSTODY
5.1 The Platform is non-custodial. At no point does ParlayX hold, control, or have access to your digital assets or funds. You are solely responsible for securing your wallets and any assets you interact with through the Platform. You acknowledge that trades routed through the Platform are subject to the terms, protocols, and smart contract functionalities of the underlying third-party prediction market venues, and that ParlayX does not control or guarantee the performance, execution, or settlement of any transaction once routed. While the Platform facilitates access to prediction markets, you acknowledge and agree that ParlayX is a technology middleware provider only and does not assume responsibility for the outcomes of any trades or strategies you execute.
6. NO FINANCIAL OR INVESTMENT ADVICE
6.1 ParlayX is a technology provider. You understand that ParlayX does not act as a financial advisor, investment manager, broker-dealer, commodity trading advisor, or arranger. ParlayX does not provide any investment advice of any kind with respect to what markets you choose to access, or what positions you choose to place or close. We have no fiduciary duty to you. Nothing contained in our website or the Platform constitutes (i) an offer to sell or solicitation to buy any security, investment product, or interest in any investment vehicle; (ii) a recommendation to pursue any investment strategy or transaction; or (iii) investment, legal, financial, tax, or other professional advice. You are solely responsible for your trading decisions, and you agree not to construe any portion of our website or the Platform as a recommendation to engage in any transaction.
7. RISKS
7.1 Use of the Platform involves significant risks. Prediction markets and the underlying venues accessible through the Platform involve unique and substantial risks, including but not limited to market volatility, liquidity risk, execution risk, technological vulnerabilities, regulatory uncertainty, and potential complete loss of any position value. The Platform routes orders to third-party venues whose protocols and rules are outside ParlayX's control. Many prediction market instruments involve novel technological and financial characteristics that may not be fully understood or established. Regulatory frameworks applicable to prediction markets and digital assets continue to evolve, and changes in laws, regulations, or enforcement priorities may adversely impact your ability to access or use the Platform or the venues available through it. You acknowledge that timing of a transaction can affect value and associated fees. You hereby hold us harmless against any and all claims arising from your trading activity through the Platform, or the timing of such activity.
7.2 You further acknowledge that certain assets tradeable through the Platform are not legal tender and may not be backed by any government. Depending on the nature of the instrument, positions may not be subject to Federal Deposit Insurance Corporation, Securities Investor Protection Corporation, or other governmental protections.
7.3 We make no guarantee as to the functionality of any third-party prediction market network or venue accessible through the Platform, which might cause delays, conflicts of interest, or which might be subject to operational decisions of third parties that are unfavorable to you or affect your positions or lead to your inability to complete a transaction using the Platform.
7.4 You acknowledge that our software could have bugs or security vulnerabilities, and you hereby accept this risk. You agree to use the Platform at your sole risk. Malicious actors may attempt to interfere with our services or your use thereof in a variety of ways. We do not guarantee that our services will be available without interruption.
7.5 The information on the Platform may not always be entirely accurate, complete, or current. Information may be changed or updated from time to time without notice, including information regarding our policies, products, and services. Accordingly, you should verify all information prior to making any decisions in reliance upon it. All decisions you make based on information provided through the Platform are your sole responsibility and you hold us harmless from and against any claims you suffer as a result of such decisions. YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE RISKS SET FORTH IN THIS SECTION.
8. TERM AND TERMINATION
8.1 These Terms of Service remain in effect for as long as you access or use the Platform, unless earlier terminated in accordance with this Agreement. ParlayX does not require a minimum subscription term. Your subscription automatically renews on a monthly basis unless cancelled. You may cancel your subscription at any time by contacting us at support@parlayx.com. Upon cancellation, you will retain access to the Platform through the end of the then-current billing period; no refund will be issued for the unused portion of that period. Applicable subscription fees and pricing are set forth in our Pricing and Fees Disclosure.
8.2 We may also terminate this Agreement for cause if we determine that you are acting, or have acted, in a way that has or may materially harm us, the integrity of the Platform, or our customers. Where reasonably practicable, ParlayX will provide you with prior written notice before exercising its termination right under Section 8.2, except where immediate termination or suspension is required to protect the integrity of the Platform, prevent harm to other users, or address ongoing market manipulation, fraud, or security incidents. The foregoing does not limit ParlayX's right to suspend access pending investigation.
8.3 We will provide you with notice of non-payment of any amount due in connection with your use of the Platform. Unless such amount is paid in full within ten (10) days, we may suspend your access to the Platform. Suspension will not affect any rights you retain to access your own wallet or previously executed transactions.
8.4 Except as provided in Section 8.1 with respect to access through the end of the then-current billing period following User cancellation, upon termination or expiration of this Agreement, you will cease all use of the Platform. If we terminate this Agreement for cause, you will promptly pay all unpaid fees accrued through the effective date of termination.
8.5 ParlayX may terminate this Agreement for any reason upon at least thirty (30) days’ prior written notice to you. In the event of such termination by ParlayX, ParlayX will refund a pro-rated portion of any prepaid subscription fees attributable to the unused portion of the then-current billing period following the effective date of termination.
9. USER DATA
9.1 You own and retain all rights, title, and interest in and to all User Data. This Agreement does not grant ParlayX any ownership rights to User Data. You grant ParlayX a limited, non-exclusive, worldwide, royalty-free license to use, access, process, copy, distribute, perform, export, and display User Data solely as necessary to (i) provide, maintain, and improve the Platform; (ii) prevent or address technical issues or support requests; and (iii) as otherwise expressly permitted by you in writing. If you are using the Platform on behalf of another party, you represent and warrant that you have all necessary rights and authority to grant these rights to ParlayX.
9.2 ParlayX makes no claim to ownership over trading strategies, order configurations, or other outputs created by you through use of the Platform (“User Strategies”). However, ParlayX may aggregate and anonymize usage metadata (such as order patterns, market selections, and execution metrics) for the purpose of improving the Platform, developing new features, and benchmarking performance, provided such use does not identify you, your account, or your specific positions.
9.3 ParlayX may collect technical and usage data relating to your interaction with the Platform, including but not limited to IP addresses, device identifiers, browser types, access times, API key usage patterns, and order flow data (“Usage Data”). Usage Data may be used to (i) monitor performance, security, and reliability, (ii) generate analytics and operational insights, and (iii) develop and improve the Platform. ParlayX may retain and use Usage Data in anonymized or aggregated form for internal business purposes, provided it does not identify you.
9.4 ParlayX implements commercially reasonable technical and organizational measures to protect User Data against unauthorized access, loss, misuse, or alteration. You acknowledge, however, that no data transmission over the internet or storage system can be guaranteed to be 100% secure, and you transmit all data at your own risk.
10. INTELLECTUAL PROPERTY
10.1 This is an agreement for access to and use of our website and the Platform. Any right to use software forming part of the Platform is strictly limited to the non-exclusive, non-sublicensable, non-transferable right to access and use the Platform set out in Section 2 of this Agreement and is subject to all restrictions set out therein. We retain all intellectual property rights in and to our website, the Platform Content, and the Platform, including any software underlying the Platform.
10.2 We encourage Users to submit Feedback. If you submit Feedback, you hereby irrevocably assign all rights, title, and interest in and to the Feedback to ParlayX. To the extent that any such rights are not assignable, you grant ParlayX an irrevocable, worldwide, perpetual, royalty-free, sublicensable license to use, modify, distribute, and incorporate the Feedback into the Platform or any other products or services, without further compensation or obligation to you. You acknowledge and agree that ParlayX has no obligation to implement any Feedback and that any use of Feedback is at its sole discretion.
11. CONFIDENTIALITY
11.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care; (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; (iii) not disclose Confidential Information of the Disclosing Party to any third party; and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
11.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
12. TAXES
12.1 Executing transactions through the Platform may involve trades or other activity that results in taxable events. Please review your tax obligations before proceeding. ParlayX is not responsible for tracking, calculating, or reporting taxes on your behalf. It is your responsibility to:
Keep records of all trades and portfolio activity.
Use appropriate tools or services to calculate any gains, losses, or other taxable amounts.
Consult a tax professional familiar with applicable tax law in your jurisdiction.
Determine, report, and pay any and all taxes, if any, for your activities on the Platform.
13. RELEASE OF PARLAYX; INDEMNIFICATION
13.1 If you have a dispute arising from your use of the Platform with any third party (including underlying prediction market venues, liquidity providers, counterparties, or payment processors), you release ParlayX, its Affiliates, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
13.2 You agree to indemnify, defend and hold ParlayX, its Affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from and against any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
14. LIMITATION OF LIABILITY; NO WARRANTY
14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARLAYX AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR ANY DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM (INCLUDING TRADING LOSSES, FAILED TRANSACTIONS, THIRD-PARTY VENUE ERRORS, OR SMART CONTRACT BEHAVIOR), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PARLAYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PARLAYX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF: (I) THE NET SUBSCRIPTION FEES ACTUALLY RECEIVED BY PARLAYX FROM YOU IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE THOUSAND U.S. DOLLARS (USD $1,000). THIS LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE. NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
14.3 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARLAYX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PARLAYX DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY ORDERS OR TRANSACTIONS WILL BE EXECUTED, CONFIRMED, OR REMAIN OPEN. YOU ACKNOWLEDGE THAT USE OF THE PLATFORM INVOLVES INHERENT RISKS, INCLUDING SOFTWARE BUGS, THIRD-PARTY VENUE ERRORS, DATA INACCURACIES, AND INTERRUPTIONS IN NETWORK CONNECTIVITY OR APIS. PARLAYX MAKES NO WARRANTIES REGARDING THE ACCURACY, TIMELINESS, COMPLETENESS, OR RELIABILITY OF ANY PRICE DATA, MARKET INFORMATION, OR ANALYTICS PRESENTED VIA THE PLATFORM. YOU FURTHER AGREE THAT PARLAYX IS NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES RESULTING FROM MALWARE, SYSTEM FAILURES, DATA INACCURACIES, OR ANY SUSPENSION OR LIMITATION OF YOUR ACCESS TO THE PLATFORM.
14.4 YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE PLATFORM TO YOU.
15. DISPUTES
15.1 Before initiating formal proceedings, you and ParlayX agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform (a “Dispute”) informally. The complaining party must notify the other in writing, describing the nature of the Dispute and the relief sought. The parties will use good faith efforts to resolve the Dispute through direct negotiation within thirty (30) days of the notice. If the Dispute is not resolved within that period, either party may proceed to binding arbitration as described below.
15.2 Any Dispute not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, seated in Wilmington, Delaware, unless the parties agree otherwise. The language of arbitration shall be English. Judgment on the arbitral award may be entered in any court having jurisdiction. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement. Each party shall bear its own costs, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.
15.3 Nothing in this section prevents either party from seeking temporary injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property or confidential information, without first engaging in informal resolution or arbitration.
15.4 YOU AND PARLAYX EACH WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.
15.5 This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflict of laws principles. Subject to the mandatory arbitration agreement in Section 15.2, to the extent any legal action is permitted or necessary (including to enforce an arbitral award or seek emergency injunctive or equitable relief as provided in Section 15.3), such action shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties consent to the jurisdiction of such courts.
16. MISCELLANEOUS
16.1 We will comply with all applicable U.S. federal, state, and foreign laws in our provision of the Platform. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
16.2 You will not directly or indirectly export, re-export, or transfer the Platform to prohibited countries or individuals, or permit use of the Platform by prohibited countries or individuals, as determined by applicable export control laws and regulations.
16.3 If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
16.4 Notices to ParlayX will be sent to the contact address set forth below, and will be deemed delivered as of the date of actual receipt. Notices may be sent by electronic mail.
ParlayX Inc.
New York, NY
Attn: Legal
16.5 Notices to you will be sent to the email address associated with your account. We may give electronic notices by general notice via the Platform or by email to your email address on record in our account information for you. You must keep all of your account information current. If you need to contact us for support or account matters, you may do so at support@parlayx.com.
16.6 This Agreement, along with our Privacy Policy and any Order executed by and between the Parties, is the entire agreement between us for the Platform and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Platform or dependent on any oral or written comments made by us regarding future functionality or features of the Platform.
16.7 You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
16.8 Nothing in this Agreement, express or implied, is intended to or will confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
16.9 This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
16.10 Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates' compliance with the terms of this Agreement.
16.11 All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, amounts owed to ParlayX, general use of the Platform, disputes with ParlayX, and general provisions, shall survive the termination or expiration of this Agreement.
16.12 In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
16.13 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, pandemics or epidemics, government action or regulation, denial-of-service attacks, failure of any third-party prediction market venue or blockchain network, or outages in internet infrastructure or cloud hosting services (each, a "Force Majeure Event"). The affected party shall promptly notify the other party in writing and shall use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other.
[End of Terms of Service]